Avengers Disassembled 500
by Glory Anna
Summary: They say one must first deconstruct to reconstruct...so if the Avengers must have their worst day, I say let it live up to the name Mighty. And when the Avengers answer the call of duty don't let them go down without a fight...in fire and brimstone, in darkness in light...AVENGERS...ASSEMBLE!
1. Chapter 1

We open on the Mansions closed gates: They meet in the middle to form the golden A representing Earth's Mightiest. The day is bright.

From the inside we hear a conversation.

(Hawkeye)

"Viper."

(Scott Lang)

"Really?"

Inside some of the Avengers sit in the dining room enjoying an afternoon meal. Hawkeye sits at one end with Jan (Wasp) opposite at the other. Jan sits looking through some files with an untouched salad on the table in front of her, to her right sits Kelsey (Captain Britain) pleasantly eating her salad. Across the table next to Hawkeye (To his right) sits Scott Lang (Ant-man), Jennifer (She-Hulk) stands arms crossed behind him leaning in the doorway. Jarvis busies himself about the room. The long table, which spans the length of the dining room, sits before a large window, which spans the length of the wall. Hawkeye leans back in his chair hands behind his head. On the table in front of him there is a plate of French fries and ketchup.

(Hawkeye)  
"Really."

Scott shakes his head still not believing.

(Scott)  
"Madam Hydra?"

(Hawkeye)  
"Madam Hydra, Viper, whatever. Yes."

Hawkeye sits up and eats a few fries off his plate. Scott sits back thoughtful.

Beat-

(Scott)  
"The one with the green hair?"

(Hawkeye)  
"Yes the one with the green hair…"

Hawkeye smiles a sly smile to himself, then meets Scott's gaze.

"And all the sexy green leather."

Scott grins. Hawkeye leans back again, slowly, lost in his own fantasy.

(Jennifer)  
"Hawkeye stop being a pig."

Hawkeye is rudely snapped out of his dreamy haze. He sits up and looks at Jennifer.

(Hawkeye)  
"Oh Jennifer you don't even know what we're talking about."

Jennifer turns to Jan.

(Jennifer)  
"Jan am I wrong? Is Hawkeye being a pig?"

Jan doesn't look up from her papers. She answers casually.

(Jan)  
"No you are not wrong. Hawkeye is a pig."

(With the last line there is a note of bitterness in Jan's voice.)

Jennifer pays no mind and quickly turns back to Hawkeye, arms crossed.

(Jennifer)  
"see."

Jennifer comes out of the doorway now and walks behind Hawkeye's chair to the other side of the table. Hawkeye watches her move.

(Hawkeye)  
"Scott had just asked who my number one 'can't have' is."

Jennifer looks at him with a puzzled but amused expression.

(Jennifer)  
"You're what?"

(Hawkeye)  
"My number one 'can't have'. You know the girl you want to get with but know you never,"

Jan drops the papers and her head jerks up, sharp gaze on Hawkeye.

(Jan)  
"And he said Viper!?"

Jennifer slowly slides down the table towards Kelsey. Her head goes back and forth between Jan and Hawkeye.

Jan sits glaring a cold stair at Hawkeye. Hawkeye just sits smiling away as he eats another ketchup drenched fry.

(Jennifer)  
"Who's that? I don't know who that is."

(Jan)  
"Madam Hydra."

Jan answers without looking away from Hawkeye.

(Jennifer)  
"Uh-eww!"

Jenifer reacts looking to Hawkeye.

Hawkeye meets Jennifer's eyes.

(Hawkeye)  
"Must be all the green."

Jennifer's posture relaxes and she smiles, eye's giggling.

(Jennifer)  
"Well aren't you just,"

Suddenly: Jennifer is cut off by the sound of a computer security systems beeping. (Beep, beep, beep) A voice comes over the room.

(Security System)  
"Security breech. Ground level. Back court. Code red."

The room becomes dark; a red flashing light begins to glow. Everyone is on their feet, battle ready.

(Jan)  
"Put it on HoLo."

In the middle of the table a holographic image (it is a map of the grounds.) comes up.

All at once their expressions turn white; a mixture of shock and sheer terror comes over all their faces.

(Hawkeye)  
(Breathless whisper)  
"Oh lord."

Scott seems to be the most distressed. He stands unblinkingly staring at the image before them.

(Scott)  
(Whisper of disbelief)  
"No…it can't be…that can't be him.

(Jennifer)  
(Uncomfortable)  
"Computer confirm identification, is that Jack of Hearts?"

(Computer)  
"Identification confirmed. Intruder recognized as Jack Heart, code name Jack of Hearts. Status: Inactive Avenger as of May fifth of this year. Suggested action for active Avengers: full alert."

Unbelieving, thrown off balance, Wasp blinks shaking her head agreeing.

(Wasp)  
"Right…yeah…Avengers Assemble."

Hawkeye and Captain Britain pull on their masks.

(She-Hulk)  
"What are we gonna do?"

(Wasp)  
"Computer scan for radiation."

Scott amongst all of this has not changed. He is unmoved by the actions and tension of the other Avengers. He just stands starring at the holographic screen. His hands move without plan. He grabs his helmet off of the table in front of him.

(Scott)  
(In a trance)  
"But I was there."

(Computer)  
"Scanning for radiation."

(Scott)  
"I watched him die."

Scott shocks his head sharply, snapping himself out of it. All at once he jerked his Ant-man helmet onto his head and shrinks.

Hawkeye quickly noticed Scott disappear.

(Hawkeye)  
"Scott wait! Don't!"

But it was too late: Scott was on the back of a flying ant and out of the room.

Ext. Back court, behind the mansion- Day/sunny

Jack of Hearts limps across the grounds. He is half decayed. What skin remains on his body and face is burned. He drags one foot behind him; one arm hangs dead at his side the other curled up at his waist, stiff.

Jack doesn't acknowledge Scott when he appears, suddenly growing, at the top the stone steps (About three steps tall) right outside the back doors of the mansion.

Jack Limps his way past the stone statues of past and present Avengers.

Scott removes his helmet and looks upon this sad, pathetic, form of a thought dead teammate with uncertainty.

(Scott)  
(Softly)  
"…Jack?"

Jack stops in his tracks but does not turn.  
(Encouraged)  
"Jack it's me…Scott."Jack doesn't move and doesn't look. Scott shifts his position trying to get a better look at Jack, or to maybe draw his attention  
(Well shifting)(Cont'd)  
"Jack is that really you? I mean…I watched you die."

Jack says nothing, does not move. Scott stalls. He kicks his feet looking down.  
"You saved my daughter…I just never,"

(Jack of Hearts)(Voice raspy)  
"Scott?"

Jack slowly turns his head to look to Scott, Skin cracking and tarring. Scott's expression furrows seeing the look of regret and pain on Jack's face. Scott steps forward reaching out a hand.

(Scott)  
"Jack, everything's going to be,"

(Jack of Hearts)  
"I'm sorry."

Scott freezes. Their eyes lock. Scott's eyes widen. Suddenly Jack turns full body to him, limbs outstretched on either side.

All at once Jack explodes.

Int. Dining Room- Day/sunny

Hawkeye rushes, grabbing his bow.

(Hawkeye)  
"We have to go after him!"

Hawkeye moves to leave the room. Jan comes in front of him stalling his action with outstretched hands.

(Wasp)  
"Wait, we don't know what this is."

(Captain Britain)(Looking at the holographic image)  
"Um…guys?"

Hawkeye and Wasp look to her. She-Hulk stands behind her looking at the screen. She peers, puzzled expression on her brow.

(She-Hulk)  
"What's he doing?"

Wasp runs over and looks at the screen. Her eyes widen.

(Wasp)  
"Oh shit…"

Boom- they feel the effect of Jack exploding in the courtyard behind them.

Ext: Front of the Avengers Mansion- Day/sunny

Front view shot of the Mansion:

Everything is peaceful. The mansion looks like a picture. Blue skies above with plump white clouds passing through. Suddenly a flock of pidgins rises, descending into the sky from the mansions front yard. For animals sense things much sooner than humans…before it's too late.

[Jack explodes]

The explosion goes straight up from behind the mansion. The mansion is illuminated from behind by the glow of the blast. For a moment it is a glorious sight, but then the flames move forward engulfing the entire midsection of the mansions front.

Int: Dining Room- Day/flame illuminated

The window that stretches the length of the wall shatters inward. She-Hulk and Captain Britain stand directly (Backs to it) in front of it. With no time to dodge, the force sends them both over the kitchen table. Captain Britain is slammed into the wall and hits the floor hard.

Flashback:

The Original Avengers; Thor, Hulk, Wasp, Ant-Man, and Iron Man join forces, coming together for the first time.

It is a quick image: A flash of the past.

Hulk is in the front busting through a wall that stands in their way, Ant-Man and Wasp are (shrunk) at his face leading the way forward on the backs of two flying ants. Iron Man comes behind (Gold suit original) Hulk, over his left, with Thor, hammer raised over his head, over Hulk's right.

Present:

She-Hulk slams over the table. As Captain Britain hits the wall, She-Hulk's body hits the table's edge causing its balance to break and it turn over on top of her as she slams into the ground.

Flashback:

Another picture from the past flashes before us: The original Avengers stand in a submerged sub, all around a gurney on which lays an unconscious Captain America. His uniform shows through an old ally uniform from World War II. Wasp and Hank (now Giant Man) stand at his left with Iron Man and Thor at his right. Iron Man holds the famous shield and they all look on with disbelief.

Present:

Wasp, who stood at the head of the table, is thrown to the side and through the wall, which then crumbles on top of her.

Flashback:

Another flash of the past: The KREE/SKRULL war. They burst into action. The Hull of the Skrull ship is broken exposed now to outer space. The Skrull soldiers scatter as Captain America (Oxygen Helmet on) shield over head, jumps down into the ship. Behind him Iron Man comes blasting in, Thor floats down on his hammer. Vision comes through the side of the ship intangible and light as a feather.

Present:

Hawkeye, who had been standing behind Wasp at the head of the table, is thrown back through the doorway. The doorway collapses on top of him.

Flashback:

Vision and Wanda, and Mantis and Swordsman get married. They stand side by side, each couple. Wanda and Mantis each hold a bouquet of flowers. It's the happiest day of their lives.

Present:

Jarvis is in a panic. He scurries about the room debating which Avenger needs him most when suddenly the roof above him caves in and he is buried.

Cut to:

Flashback:

The Masters of Evil attack the mansion.

Present:

The Back courtyard, behind mansion is ashy darkness illuminated by flames

The statues in the courtyard of the original Avengers: Iron Man, Thor, Captain, Wasp, Ant-Man, and Hulk, are engulfed in the flames of the explosion. Melting, blown apart, deformed.

Flashback:

Hank (Yellow jacket) straddles the battered, mangled body of Ultron. He slams his fists down upon the robot, violently, triumphantly.

Present:

The entire midsection of the mansion is engulfed in flames, as the explosion moves forward.

Flashback:

Wanda (Scarlet Witch), Quicksilver, Captain America, and Hawkeye stand outside the mansions front doors. A group of photographers and reporters stand before them, animatedly clicking pictures and asking questions. They Avengers smile shyly, and wave. Then Captain America raises his shield high into the air and they mouth the words: 'Avengers Assemble!'

Fade out.

Fade in:

The picture is hazy, a blur.

Fade out.

Fade in:

The image is a little clearer.

Avenger mansion ruins now interior and exterior intertwined. The air ash and soot colored by smoke.

Walls are down, everything is burned, and parts of the ceiling are fallen in, support beams stand charred. There is broken glass and furniture everywhere.

Fade out.

Fade in:

The picture is completely in focus now.

Jan/Wasp lays sprawled out, unconscious, over a pile of sharp, broken, pieces of wood and foundation. Her chest convulses twice with two deep coughs. Suddenly her eyes fly open and more coughs come in quick succession. She leans up on her side, head hung low. The coughing stops and she raises her head, eyes squinting, hair a mess. The air is thick with ash and soot. The sky is now dark.

(Wasp)  
"Is…  
[Cough]  
everyone here?!  
[Cough]  
Is everyone alright?!"

There was a sudden crash of movement beside her as Hawkeye kicked the beam off of himself.

(Hawkeye)  
"Would you like us to jump for roll call?"

Wasp shoots him a sharp look. Then their attention is drawn to a shuffle of ruble before them. They see Captain Britain come stumbling through the rubble.

(Captain Britain)  
"I can't breathe…I can't breathe."

(Wasp)  
"Brit!"

Wasp attempts to move but she's still too weak, it's still too painful. She slumps back down, but is ready to try again. Captain Britain waves her off.

(Captain Britain)  
"I'm alright…just a little…shook up."

Captain Britain holds her head slumping down against a still standing beam.

(Wasp)(Trying to sit up)  
"Hawkeye take point!"

Hawkeye stands now and is over shoving pieces of ruble off of the coughing, but alright, Jarvis.

(Hawkeye)  
"Take point? Of what exactly?"

Hawkeye helps Jarvis up with one arm. Jarvis stands speechless just motioning with outstretched arms at the mess and horror of it all (But mostly the mess ;)).

(She-Hulk)  
"Oh my god."

They look over to see She-Hulk pulling herself out from under the table, looking, with horror filled eyes, to the back courtyard, now one with the dining room. Wasp looks to She-Hulk then slowly follows her gaze to the smoking creator where Jack of Hearts had stood.

She-Hulk gets, unsteadily, to her feet and stumbles to the craters edge meeting Hawkeye who automatically puts an arm out to support her. Wasp limps up beside them. They all look down.

(Hawkeye)  
"Oh sweet Jesus."

(Captain Britain)(Walking over)  
"What is it?"

Captain Britain steps to the edge beside Wasp and looks down.

Camera pan- into the smoking crater

There, out of the freshly turned dirt, sticks out a hand. A hand now completely ripped of all skin. Skeletal. It is the hand of Scott Lang/Ant-man.

Tears fill their eyes; She-Hulk's head goes into Hawkeye's shoulder.

(She-Hulk)  
"Oh Scott."

"In their silence however, in the shadow of death and ruins, something rises from the ashes."

(Computer)(Muffled)  
"Beep…beep…beep"

"One last cry for help. One last Avengers Assemble."

From a snowy mountain side- top covered by clouds, seeming to go on forever...

"So the call goes out: To the highest of mountains,"

An outward view of Atlantis- under water, dim lit

"To the vary depths of the sea."

The water is disturbed by the sudden take off of a blur. All that flashes by are a pair of winged feet.

"Even to the back alleys of Midtown."

Two thugs come zooming around the corner. The lead thug holds a bag protectively under his arm.

They run down the street of a broken up neighborhood. They compulsively look over their shoulders as they clumsily run.

The Thug running behind the one with the sack looks ahead to his buddy with a smile.

(Thug #2)  
"Hey I think we actually lost 'im!"

The lead thug smiles.

(Thug #1)  
"Dude!"

They turn the corner down an alley both looking at each other and not where they are going.

(Falcon)(from above, mockingly)  
"Dude!"

Both Thugs attention is jerked forward. They see The Falcon come flying down in front of them. Both Thugs pull back so suddenly that they fall onto their butts.

(Falcon)(Well landing and straightening)  
"Yeah, you outran a flyer. Not your most brilliant deduction there Sherlock, but don't worry I'm sure you'll have plenty of time to think about it. I'd say if you don't hand me that sack… about two to three months."

Falcon puts out his hand for the sack.

Thug #1 with the sack, glares at Falcon's outstretched hand. Then his glare shifts to Falcon's face.

(Thug #1)  
"I don't think so Bird Boy!"

Thug #1 pulls a gun from his pocket and takes aim at Falcon's head, no hesitation he moves to pull the trigger.

Then suddenly, with a loud shriek, a bird, Redwing, swoops down slicing the gun from the Thug's hand. The gun lands to the side of the alley.

(Thug #1)  
"Uh! My hand!"

The Thug holds his bleeding right hand with his left. He looks, horrified, from it to Falcon. His expression turns to mad fury.

(Thug #1)  
"You're dead!"

The Thug then lunges up from the ground, half running, and half leaping, at Falcon in a mad haze.

Falcon simply pulls back his arm and comes forward, as the Thug does, and meets his head with a punch. The hit knocks Thug #1 back, unconscious, to where he came from.

Thug #2 looks to where his friend landed beside him. To the bruise already forming on his face, the bloody nose and hand. He gets twitchier, more nervous.

(Falcon)  
"Now don't make this hard on yourself."

Thug #2 glances up at Falcon, brow heavily perspired, eyes wide.

(Thug #2)(Shaking his head)  
"I ain't goin' ta jail!"

The Thug #2 then whips around a trash can lid, throwing it at Falcon's head.

Falcon ducks.

As Falcon ducks Thug #2 pulls out a knife.

Falcon regains his balance and stands straight only to have Thug #2 comes leaping at him with his knife.

It is too late for Falcon to defend himself or move without getting hit.

Suddenly a red, white, and blue disc fly's into the alley. It bounces off of the wall to the left of Falcon and the Thug. It slices between Falcon and the Thug knocking the knife from Thug #2's hand. Then it hits the wall to the right of them and comes back scooping the feet of Thug #2 out from under him. Thug#2 falls to his back, the wind knocked out of him.

Thug #2 moves his head dazedly back and forth on the hard concrete. Then he catches sight of his partner's gun beside him. He rolls to his belly in a frantically desperate movement and picks up the gun. He whirls around onto his knees aiming the gun.

Then he comes face to face with a pair of red boots. Slowly his gaze pans up the boots, up the blue pants, passed the white star and into the face of Captain America.

Thug #2 begins to shake more, still aiming the gun. His eyes are wide. His face and body damp with perspiration.

(Captain America)  
"I don't think you want to do that son."

Falcon comes to Captain's shoulder.

(Thug #2)  
"Yo…you…you're Cap…Cap-tain…America?"

Falcon rolls his eyes and looks down to Thug #2.

(Falcon)(Mockingly sarcastic)  
"Yes he's 'Cap…Cap-tain America. And I'm the…the…the Falcon.'"  
(Falcon turns his gaze to Captain then.)  
"Seriously one look at you and they piss their pants, me they try to stab!"

Falcon throws up his hands and turns to pace the alley.

Captain looks down upon the shaking Thug #2.

(Captain America)  
"Now why would you try to stab a man who's just trying to help keep you from making an even bigger mess of your life? It starts with robbery, but where does it end? Murder? You're no killer. "  
(Captain puts his hand out to the Thug.)  
"Hand me the gun."

Falcon reappears over Captain's shoulder once more. Thug #2 shakes even harder staring up at them. Frantically he contemplates. He airs the gun between them. His finger tightens on the trigger. Then Falcon punches him, hard, across the face. Thug #2 falls to the concrete unconscious. Falcon then steps over Thug #2 shaking his hand.

(Falcon)  
"Is it wrong that that felt good?"

Captain bent over to pick up the bag that they had held and began to examine its contents to be sure it was all there.

(Captain America)  
"Was that really necessary?"

Falcon comes over to Captain. Captain looks to him, a questioning brow.

(Falcon)  
"Oh come on Cap you saw the kid, how he was shaking, even if he didn't want to, his finger would have slipped."

Captain shrugs.

(Captain America)  
"Well they'll be 'rested' for the police."

Police sirens can be heard in the back ground, steadily getting closer.

(Falcon)  
"I don't know Cap, one look at you and I think it turned him straight."

(Captain America)  
"Must be the red."

He indicated to his costume.

(Falcon)  
"I thought red stimulated anger?"

(Captain America)  
"The blue then?"

A beeping noise then begins coming from both of the heroes. (Beep, beep, beep)

(Falcon)  
"Uh-oh Cap we're simultaneously beeping. I think we spend too much time together."

They each pull out a small beeper-like device and examine it.

(Captain America)(Furrowed brow, without looking up)  
"Who is it?"

Falcon looks up from his beeper, a puzzled expression.

(Falcon)  
"Avengers HQ."

(Captain America)(Meeting Falcon's gaze.)  
"Me too."

(Falcon)  
"Code white."

(Captain America)  
"Let's move."

Falcon nodded. Then they run out of the alley. Captain takes up his shield and Falcon spreads his arms for flight.

"Even the U.N hears the cry to Assemble."

The United Nations: Delegates and representatives from many of the united countries sit around the mighty conference hall and listen to the man at the podium.

The Man is Tony Stark. He stands in full Iron Man vestments. His helmet, however, is in front of him resting on the podium.

Behind Tony at a long white table sit Wanda (The Scarlet Witch) and HAnk Pym (Yellowjacket...etc.) both are in uniform.

(Tony)  
"Mr. Secretary General, Mr. President, distinguished delegates and ladies and gentlemen. I stand before you today not only as Tony Stark, but as Iron Man. Not just as a citizen of the world, but as an Avenger.

As both Secretary of Defense and as an industrialist member of the economy. We meet in a hall dedicated to peace in a world that is all too often rocked with unthinkable acts of violence. Every civilized nation is represented here today, and we are resolved to keep the most basic equipment to civilization; to protect ourselves, and our future, against terror and lawless violence. The same commitment that the costumed superhero has dedicated himself to since the role was defined. Now I know that many of you have raised your voices against…"

Tony's voice trails off as his gaze becomes fixed upon something in the audience.

Beat-

Tony shakes it off. He clears his throat.

(Tony)  
"Raised your voices against…I'm sorry…it's just that I look at you all, all dressed up and fancy and there's this guy…right there in the front row!"

Tony thrusts his arm forward pointing out a rather 'rat-like' man. The man is sitting as the representative of Latveria.

(Tony)  
"This…this 'distinguished delegate' from Latveria!"  
(Tony is getting angry.)  
"Even managed to get yourself a front row seat, when here I thought they were reserved for human beings! You piece of garbage. You…you rat fink!"

The Latverian delegate sits there perplexed and taken back. Around the hall many whispers began to sound.

(Tony)  
"You know what a rat fink is? You should, Latveria invented them. Look it up in the dictionary and your picture will be right next to it. Yours or your masters or whatever evil piece of shit is pulling your strings today. You know what?"  
(Tony hits the podium.)  
"I think we should take a vote. Yeah, let's take a vote. Let's blow them off the map. Let's nuke them, build a theme park and call it a day."

Up in the bleachers the representative of Wakanda stands. T'CHALLA (BLACK PANTHER).

(T'challa)  
"Tony what is the matter with you?"

(Tony)  
"Stay out of it!"

(T'challa)  
"I will not. You are making a fool of,"

(Tony)  
"Oh cork it T'challa! You know what would make me happy right now? To put an end to his miserable, pathetic, pitiable excuse for a life!"

Tony raises his gloved hands, palms up. His repulsors glowed charging up to fire.

People begin to panic.

T'challa jumps in front of the panic stricken Latverian delegate, shielding him with his own body. T'challa eyes Tony down.

(T'challa)  
"Tony! Know that if you do this,"

(Tony)  
"You'll what?"

T'challa's head ever so slightly lowers, his jaw tightens and his eyes harden. Tony and he hold eyes. No words are necessary. Tony grabs up his Iron Man helmet and pushes, slamming, away from the podium. He turns and storms off of the stage. Automatically two bodyguards turn and follow as well as Yellow Jacket.

(Yellow Jacket)  
"Tony what's wrong with you?"

(Tony)  
"Don't you have a wife to go beat Hank? Get off my back!"

With that Tony is off of the stage.

Yellow Jacket slowly turns to the podium.

(Yellow Jacket)  
"Ladies and gentlemen…my apologies."

Scarlet Witch stands up from the table and steals away after Tony.

In a Hallway overlooking the meeting hall of the U.N. they just exited Tony stands at the glass window overlooking the large hall where Yellow Jacket attempted to explain Tony's actions. His posture is slumped. He holds his Iron Man helmet under his left arm. His head leans against his right forearm that sits against the glass. The Hallway is dark and empty. Scarlet Witch cautiously walks into the hall. She stands with her back to us, in shadow.

(Scarlet Witch)  
"Tony?"

(Tony)(Without looking up or moving.)  
"I know this feeling Wanda.  
(Tony shakes his head voice cracking)  
"I know this feeling…I think…I think I'm drunk."

Tony's hand clenches against the glass into a fist. He lightly, controlled, taps it against the glass.

(Scarlet Witch)(Stepping a little forward.)  
"You drank? Oh Tony you were doing so good."

(Tony)(Jerking around to face Wanda)  
"I didn't drink!"

Then a noise comes into the hallway. A slight 'beep, beep, beep'.

Tony's eyes plead with Scarlet Witch's face, looking for assurance, acceptance, belief. Hank comes into the hall behind Wanda holding out the little pager device.

(Yellow Jacket.)  
"Guys, there's an emergency at the Avengers mansion, code white. We have to go."

Yellow Jacket turns to depart. Suddenly, as Tony moves to follow his stance gets wobbly. Tony uses a hand to support himself against the window.

(Tony)  
"Oh…God no."

Tony falls to the ground.

At the ruins of The Avenger Mansion it is still smoky around the ruins of the Avengers mansion. The air is still dark and thick. A S.H.I.E.L.D. jet has landed, and trucks are now parked inside the grounds. S.H.I.E.L.D. troopers are busy assisting and assessing the current situation: Tapping off the area, talking with NYPD, etc. Two of the troopers stand before Wasp (Jan) who sits upon a stretcher.

(Wasp)  
"You don't understand, Jack of Hearts was an alien."

Hawkeye runs up beside Wasp, hands on her shoulders to keep her calm.

(Trooper #1)  
"Why don't you wait until Fury gets down here?"

(Wasp)(Worked up)  
"But you don't understand! He was an alien; we don't know what kind of things he brought down here with him! The air could be polluted with any number of unknown chemicals!"

Trooper #2 gives a reassuring gesture.

(Trooper #2)  
"I can assure you that we scanned the area and atmosphere before landing. It's standard S.H.I.E.L.D. protocol. Now Nick Fury will be down here soon and you can voice any further concerns you have with him."

Wasp's eyes close with warn out frustration. Her brow furrows with concern and her posture slumps against Hawkeye's.

Another area of Mansion debris: Jarvis is laid upon a gurney. A S.H.I.E.L.D agent stands beside him clipboard in hand. The agent has an annoyed disposition and doesn't even look at Jarvis.

(Agent)(Ambivalent tone)  
"Does it hurt when you breathe?"

Jarvis sits half up looking concerned and sad around at the debris.

(Jarvis)  
"I'm fine. I would much rather prefer you tended to,"

The agent rolls his eyes and looks to Jarvis.

(Agent)  
"Listen grandpa just tell me where it hurts and how hard it hurts so that we can get you out of here and fix it."

(Captain America)(from behind the S.H.I.E.L.D. agent)  
"Hey!"

Captain America stands, Falcon (Redwing on his shoulder), behind the agent. The agent gives a start and turns, wide eyed around.

(Captain America)  
"You talk to that man like you're talking to me. As far as I'm concerned he is an Avenger."

(Agent)(Humbled)  
"Ye…yes sir."

Captain America's stern exterior drops as he walks up and crouches down beside Jarvis' gurney, hand on Jarvis' shoulder.

(Captain America)  
"Jarvis, What happened here?"

(Jarvis)  
"It would appear that master Scott has met his demise at the hands of Jack of Heart's sir."

A mixture of sadness, disbelief and pain crosses Captain's face. He searches for the words but before he can speak a S.H.I.E.L.D agent does.

(Agent)  
"What's that?"

The S.H.I.E.L.D agent is looking up and pointing to the sky.

Captain turns and stands.

Up in the sky a rather large object comes hurtling down at them.

Looking up Captain America takes a step beside Hawkeye.

(Captain America)  
"It's a Quinjet."

(Hawkeye)(Turning to the S.H.I.E.L.D staff)  
"It's one of ours!"  
(Hawkeye turns to Captain America who stands still looking up.)  
"A code white went out to all members."

Captain, a concerned brow, shakes his head.

(Captain America)  
"No…something's wrong."

The ship got closer and closer. It is coming in at a nose dive, not slowing its speed.

Others gather behind Captain America and Hawkeye.  
"It's coming too fast!"  
(His eyes widened.)  
"Fall back!"

Captain America then turns pushing all the men behind him down and back, just as the Quinjet crashes at their heels. It is a big dusty explosion. The crash brings down any that was left of the mid-section of the mansion. The people had all been thrown back into the debris. Now they lay scattered, moaning. Captain America jerks up to his feet, shield ready.

(Wasp)  
"What was that!?"

They then hear a footstep, someone coming out of the Quinjet. A gold boot hits the ruble ground. The dust parts, the Avengers look up.

(Hawkeye)  
"Cap…"

They all stair ahead in disbelief at the site of The Vision, who has emerged from the Quinjet.

The Avengers (Having been scattered by the crashing Quinjet) now gather slowly, speechlessly, to their feet. They are all staring blankly and unbelievingly at The Vision who stands still before them in front of the crashed jet.

(Vision)  
"I bid you tidings Avengers in this our darkest hour."

The Avengers look to themselves confused by The Vision's blunt statement.  
"I regret to inform you that I am no longer in control of the organisms that make up my body structure. And that we, as a group, are no longer in control of that which we hold most dear. What we, as individuals, hold most important."

(Captain America)(Choosing his words carefully)  
"Slow down Vision…what's going on?"

(Vision)(Furrowed expression)  
"I'm sorry…I can put it in no terms you will be able to comprehend for I am just now myself beginning to understand where we, as a group…I as a man…have failed."

(Captain America)  
"Vision…"

(Vision)  
"Please do not take what I am about to do as a betrayal on my part for I can assure that it is not I who brings this plague upon you."

(Hawkeye.)  
"Cap…?"

Vision's chest begins to convulse.

(Vision)  
"And…"  
(Vision begins to start choking on his words.)  
"I feel…the greatest…shame…!"

Suddenly Vision's jaw falls open and he spits forward a grouping of metal balls.

Captain's arms come out protectively in front of the group. Captain ushers them back backing up himself.

(Captain America)  
"Fall back…Fall back Avengers…"

The five metal balls, now on the ground in front of the Avengers, burst open. They hatch to revile five fully grown, fully functioning Ultrons.

(Captain America)(Whispered tone)  
"…Assemble!"

From their eyes the Ultrons begin to fire lasers at the Avengers.

(Captain America)  
"Fall back!"

Captain holds up his shield to block a laser. The force of it against his shield sends him skidding backwards on the ground. Caption then pushes back against the force throwing out his shield to catch all the laser attack. The Shield is held up by the lasers force.

(Captain America)(Over his shoulder)  
"I said fall back!"

Wasp is shrunk down and hovering beside Captain's head.

(Wasp)  
"Fall back where?"

The Avengers had back up to a pile/wall of debris. Captain's eyes dart around, he is assessing the situation. Captain Britain stands with her sword out, flat, in front of her, blocking against the lasers attacks. Captain America's shield still twirls in the air (By force) blocking the bulk of the Ultrons attack.

(Captain America)  
"Hawkeye prepare five blaster arrows."

Hawkeye pulls the arrows out of his pack.

(Hawkeye)  
(Nodding)  
"Right five blaster arrows for five Ultrons. You know call me a traditionalist, but I always thought one was enough!"

(Captain America)  
"Wait for my signal. On my; signal Wasp and Falcon you take to the sky under cover of the blast, you attack the Ultrons from the behind. Jennifer, Britain, you guys get ready to charge."

She-Hulk and Captain Britain nod, preparing their footing. Jennifer's fist clench, she is breathing heavy, her jaw is tight, her gaze is savagely angry.

(Hawkeye)  
"Then what do I do?"

(Captain America)  
"You play backup."

Hawkeye rolls his eyes preparing his arrows for Captain's word.

(Hawkeye)  
"Great."

Captain's shield spin is beginning to slow. Captain watches it. The shield falls. Before it hits the ground:

(Captain America)  
"Now!"

Hawkeye fires the five blaster arrows at the Ultrons. Each arrow meets one Ultron, hitting the face and exploding on contact. Falcon and Wasp fly up, in the cover of the explosion of fire and dust, over the Ultrons.

(Captain America)  
"On my word…"

She-Hulk and Captain Britain shift eager for battle. The Ultrons faces stop smoking. The dust clears. The Ultrons are fine. Not even marked. The Ultrons eyes glow. Hawkeye lowers his bow.

(Hawkeye)  
"I really hate this."

(Captain America)  
"Charge!"

The Ultron begin to fire their lasers and She-Hulk (savagely enraged), Captain Britain sword up blocking lasers, and Captain America shield up blocking lasers, charge forward into the blast, straight for the Ultron.

In the street in front of the mansion: Two S.H.I.E.L.D Agents run behind their truck for protection from the Ultrons haywire laser blasts. Agent Cohen pulls out his intercom as he hits the ground, gun at his hip, back to the wheel of the car. Agents #2 stands to his left, crouched by the other wheel, gun out, he looks over the edge of the truck at the battle.

(Agent Cohen)  
"This is S.H.I.E.L.D agent Cohen reporting from Avengers Mansion."

(Over com)  
"Receiving."

(Agent Cohen)  
"We need emergency backup,"

(Over com)  
"Repeat, you're breaking up."

From behind the truck the two Agents hear a loud crashing explosion. Agent #2 hits the ground on his butt.

(Agent Cohen)  
"Just get someone down here ASAP!"

In the air above the Ultron, who begin again to fire their lasers below, Falcon and Wasp are just over their heads. Two of the Ultron decide to aim their attack upwards. A laser shoots between Falcon and Wasp. Both jarringly pull back away from each other.

(Falcon)  
"Whoa!"

Both recover facing one another, straightening out.

(Wasp)  
"What is this!?"

Another blast is fired from below. Falcon swoops low, Wasp fly's up.

(Falcon)  
"I don't even know what's going on!"

A laser comes at Falcon's head again. Falcon swoops, ducking, under the laser and comes down in a dive, fist together, at the Ultron who fired. Falcon knocks the Ultron back. The Ultron skids back on the ground blasting a laser from its eyes at Falcon. Falcon pushes off of the ground and back into the air dodging over the blast. Another blast is fired. It comes straight between Falcon's legs. Falcon does a split-kick, mid-air. The blast goes between his legs. Wasp comes beside him.

(Falcon)  
"Is now a bad time to hand in my resignation?"

Wasp looks down below with a horrified expression.

(Wasp)  
"Does this have something to do with Scott dying? Jack coming back? Is it all connected?"

(Falcon)  
"I can barely make sense of this! One thing at a time girl."

Wasp nods agreeing.

(Wasp)  
"Right."

The two pull away from one another, going down. They land, as Captain America had instructed, behind the Ultrons.

Mansion ruins in front of the Ultrons: She-Hulk, Captain Britain and Captain America charge into the three firing Ultron. Two have their attack aimed upward at Wasp and Falcon. Captain America is in the center with She-Hulk to his right and Captain Britain to his left. The Group breaks apart each going for a different Ultron.

Captain, without breaking his momentum, grabs up his shield from the ground in a swift, fluid motion. Captain comes up straight and is face to face with an Ultron. Captain, as he is coming up, brings his shield up under the Ultrons chin. The Ultron's laser blast is sent skyward. The laser blast that is sent skyward hits a piece of the Mansion causing the piece to crumble. The debris falls down on the players below. Before the pieces can hit or harm anyone, they are quickly broken up by backup (aka Hawkeye).

(Hawkeye)

"I really, really hate this."

(She-Hulk)(In a savage growl)  
"Well don't worry because I'm about to end it in fifty seconds!"

She-Hulk, her fist together, slams forward into her Ultron punching it in the stomach. The blow raise the Ultron off the ground and up over She-Hulk who quickly grabs it by the neck, mid-air, and brings it down slamming its face into the ground. She-Hulk then slams the face bringing it up and down three more times. Each time more savagely. She screams with each blow. She is becoming more and more violent. More and more like her cousin.

Captain Britain charges forward pushing against the laser blast of an Ultron with the flat if her blade. She reaches the Ultron. She, under strain, reflects the blast to the side by twisting her sword. The lasers pressure and force release from her blade and she ducks down, dodging another laser blast from the Ultron. She whirls to the side, crouched, of the Ultron. She comes up swinging her blade she hits the Ultron in the side. She then flat-kicks the Ultron off of her blade. There is another Ultron fairing up. She whirls around and hits it in the head using her sword like a baseball bat.

Falcon lands behind the Five Ultrons: Falcon comes down with a flat footed kick to the back of an Ultron. The Ultron is jerked forward then it turns to Falcon. Falcon is on the ground now; he stands up straight from his crouched landing position. The Ultron fires and Falcon brings his metal wings around himself. This causes the Ultron's attack to be reflected back upon it. The Ultron is thrown off by the blast and staggers backwards. Falcon lowers his shield and jumps in front of the Ultron bringing up under the Ultron's chin the sharp edge of his right wing. The Ultron is jerked to the side and Falcon quickly comes up with the edge of his left wing. From behind Falcon an Ultron recovers, eyes glowing.

Captain runs across the field shield up. A laser is fired. Captain ducks under it, blocking the blast. Another is fired. Captain pushes up off of the ground and flips over the laser. He lands. Another laser is fired. Captain ducks. Captain comes up. He is face to face with an Ultron. The Ultron fires its lasers. Captain blocks with shield and turns so that he is now back to back with it. But now Captain faces another Ultron. The Ultron fires its lasers. Captain throws his shied which hits the Ultron between the eyes throwing off its blast. The shield bounces off of the Ultrons face. Captain turns, ducking his shield with a kick back to the Ultrons chest. His shield fly's over his head and hits the Ultron that he was back to back with. Both Ultrons stagger. The shield is thrown back again. Captain catches it. Captain then comes up with a turn-kick to the Ultron he faced (Not the one he was back to back with). The Ultron is thrown completely off balance now by the kick and crashes to the ground. Another blast is fired at Captain's back from across the field. Captain flips to the side, narrowly dodging. He lands crouched low, shield up. Captain's eyes the catch the scene of Falcon about to be fired on from behind. His eyes widen.

(Captain America)  
"Falcon, watch out!"

With a double X-slice of his wings edges, Falcon sends the Ultron to the ground. Falcon the whips around hearing Captain America faint warning. Falcon is face to face with the glowing red eyes of an Ultron. The Ultron fires its lasers. Falcon closes his eyes. There is a loud explosion of the blast!

Falcon squints open one eye to find himself no longer face to face with an Ultron, to find himself alive. Quickly Falcon looks behind him to see the Ultron back against a wall and Captain America's shield at its feet. The Ultron prepares another laser blast. Before it can fire though Captain America enters the scene charging straight at the Ultron. Captain tackles the Ultron with a jump-kick to its chest. The Ultron is slammed against the wall, hard. Thrown off balance Captain then takes the opportunity to tackle the Ultron to the ground. The Ultron lands on its back with Captain straddling on top. Captain grabs his shield up from the ground beside them and pounds it into the Ultron's head several times.

Falcon watches wide eyed. Captain eases his attack and looks over his shoulder at Falcon.

(Captain America)  
"You alright?"

Falcon nods.

(Falcon)  
"Thanks to you. I am forever in your debt…as usual."

Falcon then turns sharply around (Back to Captain) wings pulled together. He blocks another attack. The blast is reflected back to the attacking Ultron. Falcon pushes off of the ground, opening his wings. He swoops into the opposing Ultron.

Captain then feels something burning underneath his shield. Captain looks down and is blasted backwards by the force of the Ultrons laser blast. Captain hits the ground at the Ultrons feet hard. His shield lands beside him. The Ultron now stands over Captain. The Ultron fires its lasers. Captain rolls to the side on the ground dodging the blast. The Ultron's gaze follows his body across the ground close to his back. Mid-roll Captain grabs up his shield and comes onto his back shield flat against chest. It blocks the Ultrons blast. Captain grunts in pain as his shield cuts into his skin under the pressure. With maximum effort Captain pushes his shield up against the Ultron's lasers then kicks it up, letting go, flat into the Ultron's face. The Ultron is knocked back. Captain flips to his feet. He runs and jumps against the wall behind the Ultron. He propelled himself off of the wall and into the Ultron back with a formed kick. Both fall to the ground. Captain rolls with it and comes up crouched on his toes. The Ultron falls forward but quickly jerks onto its back. Captain pushes off of the ground and leaps forward onto the Ultron. The Ultron's eyes begin to burn bright. Captain reaches for his shield on the ground beside them. He brings it up, both hands, over the Ultron's head and in one dramatic sweeping motion Captain brings it down. The Ultron's eyes go black. Its body stops moving and we see that Captains shield lies between the Ultron's head and its body.

(Captain America)  
"Go for the necks Avengers! No head. No Ultron!"

Suddenly a blast is fired at Captain's side. Captain quickly jumps up narrowly dodging the blast. He is off balance however and the force of the blast knocks him back, ungracefully, to his butt. An Ultron comes in front of him. Captain finds himself caught in the ruble he's fallen upon.

The Ultron's eyes glow but before it can fire it is grabbed up, by the head, by Falcon who is flying above.

(Falcon)  
"No head, no Ultron, got it."  
(Falcon turns away from Captain Flying higher with the Ultron in tow.)  
"Ok threpio, let's say we end this? Woo, you're heavier then you look."  
(Falcon comes to a stop in the air. He examines the ground below. To himself)  
"Here we go,"  
(To the ground)  
"Brit!"

Falcon then begins to spin around in the air, swinging the Ultron with him, to build up his momentum.

Captain Britain is crouched low to the ground. A laser is fired at her. In a leapfrog bounce she jumps over it. Coming forward, mid-air, Captain Britain brings her sword across the Ultron's side. She lands and kicks the Ultron to the side. She then turns with another kick bringing up her blade as she does she blocks another laser blast from the side. The Ultron she kicked falls back. Captain Britain turns to the Ultron that fired still blocking the blast with her blade. She charges forward. Inches away from the Ultron she whirls around swinging her blade around with her she cuts it across the Ultron's chest then flat-kicks it backwards.

Captain Britain's head jerks to look up over her shoulder. She see's Falcon spinning:

(Falcon)

'"Catch!"

Falcon then releases the Ultron. The Ultron comes zooming down at Captain Britain's back. She is calm and when it is mere feet away she turns, sword like a baseball bat:

(Captain Britain)  
"Four!"

(Or golf club ;) Captain Britain slices through the neck of the Ultron and its head and body fall Britain looks up at Falcon with a finger sign of perfection. Falcon nods then fly's off.

Suddenly from the side the body of an Ultron comes flying at Captain Britain's head. Narrowly Britain leaps to the side landing hard on the ground. Captain Britain looks to where the Ultron had come from and see's She-Hulk chest convulsing with her heavy, angry, breaths that can be heard.

(Captain Britain)  
"Careful Jennifer you almost,"

She-Hulk lets out a violent screaming roar of anger. She-Hulk then charges forward into the Ultron she had thrown at Britain's head. She meets it with a punch and tackles it to the ground.

Captain Britain slowly gets to her feet. She looks upon the violent scene with horror.  
"Jennifer…?"

Before Captain Britain can make any move towards She-Hulk a laser blast is fired at her from across the field. Captain Britain flips to the side dodging the blast. As her feet hit the ground with her landing her head jerks up to locate the lasers source. An Ultron stands directly across from her. The Ultron though is being hit by arrow after arrow, a distraction keeping the Ultron off balance. Captain Britain smiles to herself. She looks over her shoulder to see Hawkeye busy firing at the Ultron only to have an Ultron (Diagonal Hawkeye to Britain's right) about to fire its lasers at him. Captain Britain jumps up straight and runs forward.

(Captain Britain)  
"Hawkeye!"

The Ultron diagonal of Hawkeye fires its lasers. Captain Britain stops, feet together, all her momentum behind her, she pushes off of the ground and flips landing hard in front of Hawkeye. She catches the laser blast with the flat of her sword. She holds it struggling, muscles trembling.

The Ultron fires its lasers straight at Hawkeye. Three arrows hit the ground at the Ultron's feet and explode. Two of the arrows explode. The third one lets out a cloud of gas. The blasts from the two arrows serve to knock the Ultron backwards. The gas throws the Ultron's equilibrium off balance and fogs its line of vision.

Captain Britain looks over her shoulder to see Hawkeye standing proud.

(Hawkeye)  
"Nice, Thanks Cap."

Hawkeye turns to her.

(Captain Britain)(Through clenched teeth)  
"Well if you have a shot I suggest you take it."

(Hawkeye)  
"Right."

Hawkeye raises his bow takes aim at the Ultron firing at Captain Britain. He fires. The arrow hits the Ultron's face and explodes. This blast disrupts the Ultron's Britain's arms fall to her sides in relief.

(Captain Britain)  
"Well do you want to finish it or shall I?"

(Hawkeye)(With a sweeping bow.)  
"Ladies first."

(Captain Britain)  
"Be my guest."

Hawkeye gives Captain Britain a smirk.

They then flip to the side landing back to back.

(Captain Britain)  
"It would seem they've both recovered."

The two Ultron stand facing either Avenger. The Ultrons eyes glow red. Captain Britain raises her sword.

(Captain Britain)  
"After you."

(Hawkeye)  
"Don't mind if I do."

Together they push off of one another and leap for the Ultron that faces them.

She-Hulk lets out an angry yell as an Ultron is slammed into a wall and pulled back. She grunts in anger as she holds the Ultron by the head. She flips it over her head and onto its back to the ground behind her feet.  
She growls. She-Hulk whirls around, jumping up raising her fists, to face the Ultron. She comes down bringing her hardened fists with her. She lands on top of the Ultron. Straddling the Ultron She-Hulk slams her fists into it-once.  
She gives an angry groan. Her fists come up then back down onto the Ultron.  
With a louder yell of anger her fists come up then back down to the Ultron.  
A louder angrier yell of rage. She-Hulk raises to her feet arms out. Her breath is coming hard and heavy. Her eyes dart about the field. She-Hulk throws back her head and lets out her most violent war cry.

Hawkeye charges forward at the Ultron that faces him. He fire blaster arrow after blaster arrow as he runs. The Ultron has no window to open fire his own attack. Hawkeye, feet away from the Ultron, jumps with a kick into the Ultron's chest. The off balance Ultron is hit and falls backwards. Hawkeye lands at the Ultron's feet. Hawkeye automatically pushes off of his landing and onto the Ultron's chest. He lands with bow and arrow prepared. He fires the arrow at the Ultron's neck and flips off with the Ultron is decapitated in the blast.

Captain Britain charges forward, blade over shoulder, at the Ultron that faces her. She meets it bringing her blade down to slice through the neck, but right when her blade is about to meet its neck the Ultron fires at the roof still standing behind her. The pieces fall on top of Captain Britain. Captain Britain halts her attack and flips to the side out of the way of the falling debris. She lands and the Ultron fires its laser. Captain Britain tries to leap from the lasers path but the laser grazes her side and she is thrown back to the ground. Her sword flies from her grip. They fall in opposite directions. Captain Britain lands. Another laser is fired. Captain Britain rolls hard scrapping against the ground. The blast hits the wall above her and the wall crumbles on top of her.

Hawkeye hears the loud crashing of the wall that has crumbled on top of Captain Britain come from behind him. Instinctively he flips for cover landing at the Ultron he has just destroyed severed head. Crouched low he looks to the crashes source.

Captain Britain is buried by the pieces of the wall that have fallen on top of her. The dust clears and from under the ruble we can see her limp hand.

(Hawkeye)  
"Brit!"

Hawkeye jerks up from his crouched position and charges forward at the Ultron that faces Captain Britain. Hawkeye pulls out an arrow mid-charge and fires. It explodes hitting the Ultron's back. The Ultron turns from Captain Britain and fires its laser at Hawkeye. Hawkeye flips to the side dodging the laser. Hawkeye lands at the Ultron's side. He stands erect with a blaster arrow to the Ultron's neck about to fire when another blast is fired from behind him by another Ultron. Hawkeye falls forward. He crashes, bouncing, through piles of rubble and debris.

Captain Britain raises, weakly, up from under the ruble. It falls off of her back. On hands and knees, too weak to stand, she catches sight of her sword an arm's length away. Captain Britain, arm shaking, reaches forward. The sword though is hit by a lasers blast and jerked backwards even further out of reach. Another laser blast is fired. This time at Captain Britain, she pushes forward off the ground and lands hard on her stomach. She rolls onto her back only to see that the Ultron now stands over her. Her sword is behind its feet. The Ultron's eyes glow red.

The Ultron that had hit Hawkeye down now stepped forward to finish Hawkeye off. Its eyes glowed red. Before it can fire down on Hawkeye it is hit in the back of the head and jerks forward. The Ultron's head whips around to face its attack: Captain America. Captain's shield bounces off of the Ultron's head. The Ultron Fires its lasers at Captain who flips down from the pile of rubble he had been standing on, simultaneously catching his shield and using it to block himself from the blast. Captain lands and is pushed back on the ground by the blast. The power of the blast bends him down into an uncomfortably crouched position, but with a firm footing and determined jaw Captain holds up against the blast. Wasp flies beside Captain's ear.

(Wasp)  
"Cap?"

(Captain America)  
"Word from sky patrol?"

(Wasp)  
"I'm counting three."

(Falcon)(from overhead)  
"Actually two."

(Captain America)(Grunting under the laser and his shields pressure)  
"Care to make it one?"

(Wasp)  
"Allow me. Falcon distract the Ultron!"

Wasp fly's up.

Falcon fly's over the Ultron firing at Captain America. Falcon swoops down low with a slice of his wing. The Ultron is thrown off target and jerked to the side. Falcon flips down beside it to the ground. The Ultron's about to fire its laser at Falcon, but then a bright spark burst through the Ultron's neck. Wasp grows to full size well simultaneously kicking up at the Ultron's head. She is full size and the Ultron's head falls to the ground. The body also falls limp. Falcon and Wasp nod in satisfaction to each other.

Captain Britain lays at the Ultron's feet completely helpless. The Ultron's eyes redden about to fire its laser. Captain Britain's breathe comes in sharp bursts. There is a loud blast. Captain Britain's body winces but nothing hits her.

It's She-Hulk letting out a loud angry cry. In a flash above Captain Britain sees Green skin and metal fly over her head and crash behind her.

Captain Britain quickly sits up and grabs her sword. She scurries to her feet.

(Captain Britain)  
"Hawkeye!"

She runs forward to meet him. Hawkeye lies where the Ultron had hit him. There is blood at his mouth. He coughs and attempts to sit up. Reality quickly comes to his expression and all at once he gets to his feet.

(Hawkeye)  
"Britain!"

He runs forward. Captain Britain and Hawkeye meet halfway. They collapse with pain and exhaustion into each other. Captain Britain leans on Hawkeye more and in much more pain.

(Captain America)(Running to them)  
"Hawkeye! Cap!"

Captain, Falcon and Wasp reach Hawkeye and Captain Britain running up to them.

(Wasp)  
"Oh god."

(Captain Britain)(Weakly)  
"We're ok Cap."

(Wasp)  
"What is this?! Are we supposed to believe that the Vision had, what, some kind of program implanted by Ultron to bring this down on us?"

(Hawkeye)  
"Damnit!"

Hawkeye leans forward, hands on his knees, bent over.

(Falcon)  
"Was that really Ultron?"

(Hawkeye)  
"I don't know, the real one did like to talk an awful lot."

(Captain Britain)  
"Wait a minute, I don't understand,"

(Wasp)  
"The Vision was a synthetic organism built by Ultron to destroy the Avengers. He managed to break his command codes and we took him in."

(Captain America)  
"But he's still an Avenger. He's proven himself on more than one occasion. We can't just forget that."

The Avengers are then silent and thoughtful.

She-Hulk sits straddling the limp, decapitated, Ultron's body, and its wires are exposed and most of its limbs are missing. She-Hulk's breathing comes heavy. Her teeth are clenched, her veins protrude, and her eyes are wide with maddened rage. Her eyes dart around then focus intensely on something behind her. She-Hulk stands up breathing harder. She throws the Ultron's body to the side and steps forward. Vision's body lay in the dirt in front of the Quinjet debris he had arrived upon. The Vision's face is a distorted, melted, mess. His body is limp.

(She-Hulk)  
"I'm so sick of this."

She-Hulk's hand comes down around the Vision's throat and she jerks him up above her.  
"What is this!?"  
She-Hulk holds the Vision by the color with both hands.

"Why is this happening!?"  
She-Hulk shakes him.  
"Why is Scott dead!? Where are you in there?!"

The Avengers stand in there circle contemplating their situation when they all jerk hearing She-Hulk's outburst. They turn to her:

(Wasp)  
"Jennifer…?"

Captain America clenches his jaw as he steps towards She-Hulk.

(Captain America)  
"Put him down Jennifer."

(She-Hulk)  
No! I watched an Avenger die today! And he has the nerve to come down here and attack us?! This is our home!"

She-Hulk keeps getting angrier.

(Captain America)  
"I said put him down Avenger!"

(She-Hulk)  
"He's not even human! He's a thing! Why did you do it?! Answer me! Why is this happening?! Why?! Why?! Why?! Why?!"

She-Hulk jerks the Vision more and more violently with each 'why?!'

(Captain America)  
"Put him down Jennifer! Don't make me put you down!"

She-Hulk's breathe is a heavy huff of anger. She holds vision up just staring into his face. Something snaps inside of She-Hulk and she rips Vision apart, straight down the middle, in half.

From behind the protection of their truck, the two S.H.I.E.L.D agents look upon the scene: Agent Cohen has a disgusted, horrified expression upon his face. S.H.I.E.L.D agent #2 has his hand over his mouth suppressing vomit.

She-Hulk throws the torn pieces of Vision to either side. She whirls around to face the Avengers. The Avengers are taken aback at the sight of She-Hulk. They gasp and pull back with horror. She-Hulk has transformed. She is now larger in size and in strength. Her veins push through her skin rushing with adrenaline. Her breathing comes heavy in her chest and from her mouth. Her eyes are wide and blood shot with anger. She now has become her cousin. She is now the Hulk. Captain America has not pulled back. He is the closest to her. He keeps a firm stance.

(Captain America)  
"Jennifer…calm down."

She-Hulk's eyes jerk to Captain America. They hold a stair eyes meeting, fierce, hard, challenging.

(She-Hulk)  
(She lets out an angry roar.)

She-Hulk back hands Captain America. He instinctively jerks up his shield to take the brunt of the blast, however the blow still sends him crashing to the side through a pile of rubble and debris. Wasp then fly's forward (Shrinking) into She-Hulk's line of vision.

(Wasp)  
"Jennifer, no! Don't do this! You are not your cousin! You are in control!"

(She-Hulk)  
(An angry roar)

She-Hulk whips out her hand hitting Wasp square on. Wasp goes flying to the side (Still shrunk).

(Hawkeye)  
"Jan!"

Hawkeye turned to go find her but froze his gate. She-Hulk now faces him, Captain Britain and Falcon.

She-Hulk puts her fists together. The three Avengers take a cautious step back. Coming forward She-Hulk brings down her fists-

(She-Hulk)  
(An angry roar)

The Avengers are frozen in place.

(Captain America)(Leaping out from the side and tackling back the three Avengers.)  
"Avengers down!"

Captain America manages to push the Avengers back. They hit the ground. She-Hulk's fists smash the ground where the Avengers had stood into pieces.

(She-Hulk)  
(Angry roar)

Captain lands and back throws his shield. The shield hits She-Hulk in the head as she is coming up straight. The blow knocks She-hulk off balance and back.

The Avengers (Captain America, Captain Britain, Falcon and Hawkeye) are on the ground.

(Hawkeye)  
"What do we do Cap?"

Captain America eyes She-Hulk's position (She-Hulk is standing up).

(Captain America)  
"We take her down. There's a chance for too many innocents to get hurt."

She-Hulk stands.

(She-Hulk)  
(Angry roar)

Captain jumps up from his crouched position and charges forward towards She-Hulk. Captain meets She-Hulk jumping with a kick. He hit her. She-Hulk skids back on the ground. Captain lands low in front of her. She-Hulk comes back, fists raised; she brings them down together on Captain's position. Captain pushes off of the ground leaping to the side. She-Hulk's fists break the ground where Captain had just been. Captain lands by his shield. He grabs it and flips up to his feet. As he comes up landing he throws his shield at She-Hulk's head. She-Hulk turns coming straight and gets Captain's shield in the face. She-Hulk falls back onto the ground indenting it with her body mass.

(Captain Britain and Hawkeye are forced to leap opposite direction to avoid She-Hulk's falling body. Falcon pushes off of the ground flying straight up to dodge.)

Captain America flips over She-Hulk landing at the top of her head. She-Hulk punches up at Captain with her left fist. Captain grabs his shield from the ground beside him and absorbs the blow. The power of the blow still sends Captain backwards skidding on his back into the street.

She-Hulk (on her back) lets out two angry huffs of breath then stomps onto her feet. She turns coming up full posture to face Captain Britain. She-Hulk grips a large piece of ruble in her hands. Captain Britain is frozen in place.

(She-Hulk)  
(Angry roar)

She-Hulk throws the ruble straight at Captain Britain.

(Hawkeye)  
(Running forward at Captain Britain)  
"Brit!"

Hawkeye dives through the air tackling Captain Britain as the piece of ruble fly's sharply over head, so close that Hawkeye can feel the texture of the ruble on his back. Captain Britain and Hawkeye hit the ground rolling. Quick to stop themselves and pull apart they jerk their heads up (Bodies still low) to see She-Hulk with another piece of debris ready to throw straight at them.

(Hawkeye)(Breathlessly)  
"Now what?"

The piece of debris She-Hulk had thrown at Captain Britain hits the wall behind the truck that the two S.H.I.E.L.D agents hide behind. The two agents hit the ground holding tight to their guns, backs tight against the trucks tires.

(Agent Cohen)  
"Agent Cohen to carrier; this is now a level nine security breech! We need a fleet of Hulk busters down here NOW!"

She-Hulk faces Captain Britain and Hawkeye about to throw the large piece of debris that she has in her hand. She lifts it over herself to throw and suddenly Captain America's shield slices across her wrist.

(She-Hulk)  
(Cry of anger and pain)

She-Hulk hands release the piece of ruble and it falls on top of her. Captain America comes charging in at She-Hulk's right from the street. Captain reaches her when She-Hulk jerks up crashing to the ground to face him. With one sweeping motion of her left hand, She-Hulk hits Captain back. Captain is thrown back through the air. She-Hulk grabs Captain's discarded shield off of the ground and whips it around at Captain. Mid-air the shield meets Captain, slicing into his stomach. Captain then slams into the hood of an overturned car.

Now standing and looking onto the scene of She-Hulk Vs Captain. Hawkeye stiffens. He stands in front of Captain Britain who is getting onto her feet.

(Hawkeye)  
"Cap!"

Captain Britain stands now at full height behind Hawkeye. She lifts her sword which is now glowing:

(Captain Britain)

"We end it."

Hawkeye half turns to her a questioning brow. Captain Britain puts a hand on his shoulder.

(Captain Britain)  
"Back me up."

Hawkeye touches her hand upon his shoulder.

(Hawkeye)  
"Be careful."

Captain Britain nods and walks cautiously forward towards She-Hulk. Hawkeye prepares an arrow.

(Hawkeye)  
"Always backup never a bride."

Captain Britain slowly comes up behind She-Hulk.

(Captain Britain)(Slowly)  
"Jennifer…"

She-Hulk's posture stiffens with alertness he eyes darting to the corners aware of Britain behind her. She faces Captain America. Her back is convulsing with her angry breaths. She huffs. Captain Britain moves slowly to She-Hulk's left. Her sword she holds out in front of her, both hands

(Captain Britain)  
"You have to stop this madness. We're you friends. We don't want to hurt you. I don't want to do this…"  
Captain Britain is now at She-Hulk's full left. She plants her footing determined.  
"But I will."

She-Hulk eyes Captain Britain out of the corner of her eyes. Her breathing lets up, seemingly getting calmer.

Beat-

(She-Hulk)  
(Savagely violent scream)

She-Hulk charges at Captain America. She jumps on top of him, lands straddling him. She-Hulk begins to punch him over and over. The only thing that keeps Captain alive is his shield, which lies protectively upon his chest and stomach. She-Hulk roars with every punch.

(Captain Britain)(Griping her sword to the side of her face)  
"I'm sorry Jennifer but I can't let you do this."

Captain Britain charges forward swinging her blade over her head. She-Hulk continues to beat Captain America's semiconscious form.

Captain Britain charges up behind She-Hulk and brings her sword down, slicing into She-Hulk's ribs. She-Hulk's back arches in pain-

(She-Hulk)  
(Roar of pain)

Captain Britain pulls her sword from She-Hulks side. She whips it around her head then brings it down slicing across She-Hulk's back.  
In a roar of pain and anger She-Hulk jerks around swinging her arm. Captain Britain leaps back dodging the blow. Captain Britain then scoops her blade up and slices into the side that She-Hulk is turning from. She-Hulk lunges forward at Captain Britain with an anger swing of her arm, jumping off of the car and Captain. Captain Britain ducks down under She-Hulk's punch. Captain Britain then comes up with her blade. She-Hulk swings her arm and knocks the sword from Captain Britain's hand to the left. She-Hulk then comes with a right punch. Captain Britain flips back, narrowly dodging the blow. She lands by her blade. She-Hulk whips around to face Captain Britain, bringing two fists down upon her. Captain Britain meets the fists with her glowing blade and the two push against one another.

Beat-

Captain Britain pulls back her sword and skids between She-Hulk's spread stance. She-Hulk's fists hit the ground hard. Captain Britain comes up fast behind She-Hulk. Captain Britain brings her sword up above her head, both hands, above She-Hulk's back. She-Hulk whips around and grabs, completely encasing, Captain Britain's head in one fist, She-Hulk then squeezes and a loud crack can be heard. Captain Britain falls limp and She-Hulk throws her (By the head) to the backwards.

Captain Britain's body hits the ground skidding to the side of the truck that the two S.H.I.E.L.D agents hide behind.

(Agent #2)  
"Are they sending backup?!"

(Agent Cohen)(Looking over his shoulder at the battle beyond the truck)  
"Hell if I know."

(Agent #2)  
"But what do I do? I'm not trained in robotic defense or Hulk attack!"

(Agent Cohen)  
"Sucks to be you."

She-Hulk takes up another piece of large debris. She turns and heads for Captain Britain. Then Captain America's shield is thrown from the side and cuts into She-Hulk's side causing her to release the piece of debris. It falls to her feet. She-Hulk's attention is jerked to the source. She turns her head to see Captain America up now on the hood of the car.

(Captain America)  
"This ends now Jennifer! You want to fight? Fine. Let's fight!"

Captain America leaps forward off of the truck. He comes down on She-Hulks face with a kick. Well in mid-air, She-Hulk claps her hands together attempting to catch Captain in between. Captain pushes off of She-Hulk's face propelling himself backwards, narrowly he dodges the blow of She-Hulk's hands. Captain lands crouched on the ground at She-Hulk's feet. He looks up to her.

(She-Hulk)  
(Angry roar well bringing a fist down on Captain)

Captain pushes off of the ground jumping backwards. She-Hulks fist hit and break the ground where Captain had been crouched. Captain grabs up his shield and rushes forward. With the flat of his shield he slams against She-Hulk's fist driving them further into the ground. She-Hulk's fists are now stuck.

(She-Hulk)(Pulling)  
(Angry, frustrated, roar)

(Captain America)  
"Does that make you feel better?"

She-Hulk brings her free fist around, punching at Captain. Captain America flips back dodging her punch. He lands crouched just out of reach.  
"Did hurting Kelsey make you feel better?"

(She-Hulk)  
(Angry scream)

(Captain America)  
"You can numb the pain but you can't bring Scott back."

She-Hulk's eyes widen, her nostrils flare:

(She-Hulk)  
(Angry roar/scream)

She-Hulk rips her fist from the concrete causing debris to fly about through the air. Captain pulls up his shield to block the debris, he also must flip and doge the larger pieces. She-Hulk puts her fists together and slams them down into the ground. This causes a mini-quake that sends a ripple through the ground to Captain's standing position. Captain falls to his back. She-Hulk comes over him. He lowers his shield and attempts to flip back out of She-Hulk's reach. As Captain is coming up to his feet She-Hulk slams him back in the stomach, Captain is thrown into a brick wall. Captain slides to the ground winded. She-Hulk begins to throw pieces of ruble at Captain America. One hits his shoulder. Captain ducks down dodging the one aimed at his head. A larger piece comes for his body. Captain leaps to the side dodging. Captain lands on his stomach. Both of She-Hulk's fists come down at his back. Captain rolls onto his back out of the way. She-Hulk brings down her right fist. Captain rolls out of the way, but as he comes down, She-Hulk is bringing down her left fist. There is no time to dodge. Captain brings up his shield. The shield catches the blow but is knocked into Captain's chest. Captain is winded. She-Hulk picks Captain up by the throat. She holds him up off of the ground. Captain does not struggle. Captain and She-Hulk's eyes meet.

(Captain America)(Choking)  
"Killing me, destroying us won't fix this…nothing will."

Tears appear in She-Hulk's eyes:

(She-Hulk)(Long and drawn out yells)  
"No!"

She-Hulk throws Captain America straight back into the Mansions charred remains. Captain fly's breaking through a few beams, his back hits a wall, his shield falls from his hands and he hits the ruble hard. Captain is only semiconscious now.

Captain's vision is blurry, everything is spinning. His head turns without command. There is a loud ringing in his ears. Someone approaches. She-Hulk stands over him, a big green blur. She holds something over her head, a car. The bright headlights are turned toward Captain.

A bright light:

She-Hulk releases the car.

Scene goes black.

Fade Out.

Tony stands as he had before A playback of his U.N. humiliation.

Tony hit's the podium:

(Tony)  
"I think we should take a vote. Yeah, let's take a vote. Let's blow them off the map. Let's nuke them, build a theme park and call it a day."

It is reviled that this scene is just a playback when the camera zooms out and Tony stands (Iron Man helmet off) in front of a video phone.

(Tony)  
"I really don't need a replay."

The scene cuts off to revile the speaker on the other end-an Ambiguous government head. (Rumsfeld like).

(Rumsfeld)  
"Well I think that's too bad Mr. Stark, because I am certain that it will be played over, and over, and over again for the rest of our lives."

(Tony)  
"If I could just seek an audience with,"

(Rumsfeld)  
"As current head of staff I don't think I have to tell you,"

(Tony)  
"If I could just explain what happened,"

(Rumsfeld)  
"Do I really have to ask for your resignation?!"

Tony's jaw tightens. The men hold a sharp gaze.

Beat-

Tony breaks first blinking his eyes, heavy lids, defeated posture. Tony sighs.

(Tony)  
"If you'll excuse me Mr. Secretary, there's an emergency at Avengers Mansion."

Tony hangs up the phone. He turns.

Behind him on a table sits the Iron Man helmet. Tony walks up to it gazing at his reflection in the eye piece. The masks eyes are cold, judging and dead.

Beat-

Iron Man comes bursting out of an open window, a blue streak in the sky.

She-Hulk lifts the car over her head, over Captain America's semiconscious form.

(She-Hulk)  
(Angry/triumphant roar)

She-Hulk throws down the car. She-Hulk's aim is thrown off though as an arrow is shot into her arm causing her to release her grip and control of the car. The car still falls onto Captain, who quickly brings his shield up. His is not fully crushed under the cars entire weight, but the wheel sits upon his shield which he holds up against his face and chest. She-Hulk pulls the arrow from her left bicep. Three more arrows are fired and they slice across her back.

(She-Hulk)  
(Roar of pain/anger)

She-Hulk lurches forward, arms hugging herself. One of the arrows stuck into her skin, but she cannot reach it. Hawkeye stands behind her bow and arrow aimed directly.

(Hawkeye)  
"Jennifer, its Hawkeye, its Clint, stop this…please…stop this."

She-Hulk's breathing was getting heavier. Her gaze fixed on Captain America, who lay under the cars bumper which pushed his shield into his face more and more.

(She-Hulk)  
(Angry roar)

She-Hulk comes up with a large piece of debris and lunges forward at Captain America. Hawkeye fires: The arrow is shot directly into She-Hulk's back.

(She-Hulk)  
(Scream of pain)

The hit slows but does not stop She-Hulk. She moves forward to Captain America. She-Hulk lifts the debris over her head. Hawkeye jumps to her left and releases another arrow. The arrow sticks in her rib cage.

(She-Hulk)  
(Scream of pain)

She-Hulk arches her back but does not release her grip on the piece of debris. She-Hulk regains her footing and readies to throw the piece down on Captain America.

(She-Hulk)  
(Roar of rage)

(Hawkeye)  
"Jennifer stop!"

Iron Man comes over the black cloudiness of the mansions ground zero. He pulls back in mid flight stopping.

(Iron Man)  
"What the…?"

(She-Hulk)(from below)  
(Roar of rage)

Iron Man is snapped out of his horror. Iron Man fly's down into the thick black smoke.

She-Hulk is about to release the debris upon Captain America. Iron Man fly's into the scene.

(Iron Man)  
"Oh God!"

Without hesitation, Iron Man zooms straight down with a punch across She-Hulk's jaw. He lands in front of her, between her and the car that Captain America is being crushed beneath. She-Hulk crashes to the ground the debris falls from her hands.

(Iron Man)  
"Well I took no pride in that."

Hawkeye lowers his bow breathing with relief. Iron Man turns to him.

(Iron Man)  
"What the hell's going on here?!"

Suddenly: She-Hulk burst forward from the ground. Debris fly's everywhere. Hawkeye flips to the side landing low. Iron Man is pushed back but fire a repolsor blast to break up the debris. Both men look forward: The dust clears. She-Hulk stands facing Iron Man with a large metal structural piece of ruble over head. Her eyes are bloodshot.

(She-Hulk)  
(Savage/desperately warn cry)

(Iron Man)(Backing up)  
'Computer switch repulse rays with Hulk defense."  
(Suit)  
"Confirmed action"  
"Good girl. Hawkeye gas her…"

Iron Man's back hits the car. He can go no further.

(She-Hulk)  
(Savage roar)

(Iron Man)  
"Now!"

Iron Man lifts palms to She-Hulk and a green smoke is shot forward. Hawkeye releases two arrows that land and explode with smog of gas beside both of She-Hulk's feet. She-Hulk staggers backwards, but she does not fall.

(Hawkeye)  
"I have to blast her!"

Iron Man nodded then pushed off of the ground and over She-Hulks head via jets. Hawkeye flips in front of her (Him and Iron Man basically switch positions landing at the same time). Hawkeye releases three blaster arrows. The arrows hit and explode upon She-Hulk's chest. She-Hulk is thrown back onto the ground. The metal structure she held over head is released and falls on top of her. The smoke from the blasts clear and Hawkeye and Iron Man slowly approach the place She-Hulk's body had fallen. Where She-Hulk had been there now lays Jennifer: She shows all the battering of the She-Hulk. She is unconscious.

(Hawkeye)  
"Oh Jennifer."

(Iron Man)  
"You want to tell me what the hell's going on here?"

(Hawkeye)  
"Captain!"

Hawkeye turns to the car Captain is under.

(Iron Man)  
"What about him?"

(Hawkeye)  
"He's under the car!"

Iron Man's head jerks up to the car.

(Iron Man)  
"Shit."

Hawkeye and Iron Man run forward to the car. They stand. Iron Man puts his hands against the cars side.

Beat-

(Hawkeye)  
"Aren't you gonna do something?!"

(Iron Man)  
"It takes two seconds to magnetize."

With that Iron Man then lifts up the car and throws it to the side.

(Hawkeye)  
"Cap!"

(Captain America)(Grunting)  
"I'm fine…"  
(Captain America slowly peels the shield from himself.)  
"I'm fine. The others?"  
(Iron Man and Hawkeye help Captain to his feet.)  
"Jennifer?"

Hawkeye shamefully looks away.

(Hawkeye)  
"She's down."

(Captain America)  
"Kelsey?"

(Iron Man)  
"What's going on?"

Iron Man stops them. He turns looking between Hawkeye and Captain for answers. Captain lets out a heavy breath and is about to answer when they are interrupted:

(Falcon)(V.O-running up)  
"Cap!"

Falcon appears beside then, semi out of breath. He holds something in his cupped hands.

(Falcon)  
"It's Jan,"  
(Falcon opens up his hands and therein lays an unconscious still shrunken Wasp.)  
"It's bad Cap, I know I shouldn't have moved her, but I just didn't want anybody to step on her."

Captain America looks down on Wasp, his eyes are sorrowful, but his jaw is firm.

(Captain America)  
"Get her to the closest Hospital."

(Falcon)(Nodding)  
"Hospital right…I just wanted to make sure there was nothing we could do for her here."

Just then a giant shadow of a body form comes over Central Park blocking the sun. It is Yellow Jacket (Grown to Giant man form). He comes between buildings over the black smoke of the mansion debris. His eyes widen with terror, Visions torn apart remains, all of the discarded and decapitated Ultron parts, then Falcon turns to take off with Wasp: Hank's eyes go to Wasp.

Falcon is about to push off when Hank's hand wraps around him:

(Falcon)  
"Whoa!"

(Hank)  
"Hold onto her tight Sam,"

(Falcon)  
"I was just about to take here to the emergency room."

(Hank)  
"We'll be there in two seconds."

Hank stand to full height, then takes off for the hospital with Falcon in hand. Captain America, Iron Man and Hawkeye look after them. Flashing lights and sirens then dance across their faces as ambulances and police show up.

(Captain America)  
"Why is this happening?"

Only the shadows really know: only the lower half of two faces can be seen in the sheer blackness of the room. They are children voices only they speak.

(Voice #1)  
"Is it over?"

(Voice #2)  
"No. they have not suffered enough."

(Voice #1)  
"Why don't we just kill them all?"

(Voice #2)  
"Because that would be too easy. There's no point to it then, duh. For they are many and they have too much to answer for. You're so stupid."

(Voice #1)  
"So this isn't the end?"

(Voice #2)  
"No, this is only the beginning."

To be continued... — Avengers Disassembled #501

(note: if you like what you've just read part 1,2, 3 and the finale are ready, just leave some feed so I know you want em! Tel then Face front true believers, in order to construct one must first deconstruct. ;'))

Gloryfic ©2013


	2. Chapter 2

Hospital:

We are brought into the scene with a loud cracking.

(Captain America)  
"Ow!"

Captain America sits on a hospital bed (Shirt and mask off) Falcon is to his right holding Captain steady (Mask off). To Captain's left is a Doctor who has just popped Captain's shoulder back into place.

(Captain America)  
"That really hurt."

Captain holds his shoulder as the two release him. The Doctor steps back hands in pockets.

(Doctor)  
"Well Captain it was dislocated, and just like there's no nice way to make it like that there's no nice way to put it back."  
(The Doctor turns to the counter and takes up a chart.)  
"Now I'd stay off of it for a while, take it easy,"

(Captain America)  
(Pulling his shirt back on)  
"I don't think that's gonna happen."  
(Captain and Falcon exchange a concerned look. Then they both turn to the Doctor.)  
"How are the others?"

The Doctor sighs putting down his char sad looks to the Avengers with a sad, regretful, expression.

Kelsey's hospital room:

Kelsey (Captain Britain) lays in bed unconscious. She is hooked up to various machines, not even breathing on her own.

Her chart reads: Kelsey (last name): Critical Condition

S.H.I.E.L.D. containment chamber:

Jennifer (She-Hulk) is contained in a tube of Hulk tranquilizer, oxygen tubes attached. She is unconscious in suspended animation and under surveillance.

Chart reads: Jennifer Walters: Suspended animation- Investigation pending

S.H.I.E.L.D morgue:

A body bag lays on a table outside the storage containers.

Toe tag reads: Scott Lang: Human combustion- Investigation pending

Jan's Hospital room:

The Hospital bed appears empty until we get closer. On the pillow lies Jan (Wasp) still shrunk down in Wasp form. She is unconscious and battered.

Chart reads: Janet Van Dyne-Critical condition

Someone sits beside Jan's bed-Hank/Yellow Jacket (Mask off). His hands are clasped in front of him, his elbows resting upon his knees. His hair is a mess and he seems much shaken. His forehead is resting against his thumbs.

(Hank)  
"Come on Jan."  
(Hank rocks tapping his thumbs against his forehead.)  
"Come one."  
(Hank turns his head to look at Jan. There are tears in his eyes. Voice quivering/cracking emotional)  
"The doctor's can't work on you when you're in this Wasp size Janet. And what bothers me about it here is that in the past when you got hurt you would automatically revert to normal size, and the fact that you haven't…I'm not going to lie to you…you're scaring me."  
(Hank taps his feet on the floor and quickly looks away from Jan's form. Biting his lip avoiding looking at Jan)  
"The doctors are pulling your medical files from my computer at home, and we have cat-scans and X-rays, so hopefully we'll find something, but…"  
(Hank looks back to Jan even wetter eyes, even more desperate an expression. Pleading)  
"You just really got to wake up now."

Hank collapses, putting his head into his hands. He attempts to compose himself.

Beat-

Hank's head jerks up knees twitching:

(Hank)  
"And believe me no one is more surprised to find myself this upset as me. I mean the only thing you were worse at then being a wife was being an ex-wife. You've done a pretty good job at making my life as miserable as possible for a good long while now…I've really resented you for it."  
(Hank forces an awkward laugh, then begins to shake his head, serious.)  
"But here…today, with all this…none of that matters anymore!"  
(Hank throws up his hands and turns to the holding onto the side of the bed intensely looking down upon Jan's battered form.)  
"You just have to open your eyes."  
(Hank's eyes close and he turns back.)  
"And you know what today taught me? That no matter what I do; ant-man, Yellow Jacket, Giant-man, it doesn't matter. The only thing I will ever be remembered for is accidentally creating Ultron."  
(Hank leans back in his chair shaking his head.)  
"What have I done to this team? This isn't the life I wanted…"  
(Hank turns to Jan tears falling.)  
"This isn't how I wanted us to end up."

Hospital hallway:

It is now evening when a little girl comes run/skipping down the hallway in her hospital gown holding onto her teddy bear. There is a gathered grouping of hospital patients all around a window that showed into the hospitals conservatory. The little girl (excitedly) squeezes her way into the corner of the window. Up on her tip-toes she peeks in:

Inside the conservatory stand Hawkeye, Captain America, Falcon and Iron Man in a circle of discussion.

(Captain America)  
"What is this? Do we even know where to begin? Do we have any inkling as to why this is happening or what could be causing it?"

The group stands silent.

Beat-

Hawkeye lets out a long breath putting his hands on top of his head.

(Hawkeye)  
"A bad day?"

(Falcon)  
"Really?"

(Hawkeye)  
"No I'm serious. I think this is just a bad day."

(Tony)  
"What?"

(Hawkeye)  
"Look I know I've been known to have a big head, 'egotistical Hawkeye', but you have to admit we are extraordinary individuals. This is an extraordinary institution we have here. So we don't just have 'good days' and 'bad days'. We have extraordinarily good days and extraordinarily bad days, and that's what I think this is."

(Tony)(Sharp toned)  
"I think this is more than just an 'extraordinarily' bad day."

(Hawkeye)(Ignoring Tony.)  
"Personally I think we had a day like this coming. I know this isn't going to make me the most popular person in the room, but I think we had this coming. As a group we don't think in the long term. We live from battle to battle, threat to threat. Jack of Hearts explodes in space; do we confirm that he's dead? No. Why, because Namor's attacking or aliens are invading…something. So Jack comes back. Jack kills Scott- which my brain can't even begin to comprehend yet- and explodes half the mansion like he always feared he would. We're in a pretty bad state, our code white goes off and so does some pre-set program in Vision's head,"

(Tony)  
"We don't know that yet."

(Hawkeye)  
"But we do know that Vision was originally created to destroy the Avengers. We don't know how this guy works."

(Tony)  
"Correction, you don't. I do."

(Hawkeye)(Turning to the others)  
"Ultron attacks. That stress mixed with everything else proves to be too much, Jennifer 'Hulks out'."

(Falcon)  
"You guys keep putting Hulks on you team then are so surprised when it doesn't work out."

(Tony)  
"Don't you think that all this happening on the same day at the same time, all at once, no warning, is just a little too coincidental for it to just be a 'bad day'?"

(Hawkeye)  
"Who said anything about coincidence? This is just bad situation deteriorating into bad situation!"

(Tony)  
"This is an extraordinary team. That makes us susceptible to extraordinary attacks."

(Hawkeye)  
"It's also what makes us cocky. It's why we had a day like this coming."

(Tony)  
"This isn't just a bad day, because why,"

Hank bursts into the room:

(Hank)  
"Have you told them yet Tony?!"

(Captain America)  
"Told us what?"

Tony clenches his jaw and posture. His hands tighten to fists at his sides.

(Hank)  
"Have you told them what you did?"

Hank is at the circle now.

(Captain America)  
"What did you do?"

(Tony)  
"Actually I was just about to."

(Hank)  
"Well Tony, go ahead…tell them! Tell them how you made an ass of yourself, and this team, in front of the United Nations! Tell them!"

(Falcon)  
"What?"

Tony sighs.

(Hank)  
"Tell them why."

(Hawkeye)  
"Why?"

(Hank)  
"He was drunk!"

(Hawkeye)  
(Shocked)  
"You were drunk?"

(Tony)  
"I wasn't drunk, I haven't had a drink in…God knows how long. Yes I made an ass of myself in front of the U.N. Yes I made an ass out of this team, but I wasn't drunk. I was overcome with the feeling of being drunk, but I wasn't drunk. It was just the feeling. That's why I think this is all more than just an extraordinarily bad day. When I was up there being a jerk you were down here being attacked. It's all just a little too coincidental."

(Hank)  
"I can't believe you would use what happened today to white-wash your own problems. I saw Ultron there, I'll own up to my involvement in today's disaster, I can't believe you won't. You would do that?"

(Tony)  
"I wasn't drunk."

(Hank)  
"Say it again Tony, I was there! They've been playing it over and over again on the news since it happened. I'll bet they're playing it now!"

Hank stomps over to the nurses' station in the distance where a T.V. hung.

(Tony)  
"Yes, thank you, but I'm aware of that fact and have actually already been reprimanded by the 'big boys' at the White House."

(Captain America)  
"That bad?"

(Hank)(Over his shoulder)  
"Worse. Can you see it from here?"

Tony indicated the Television in the distance.

(Tony)  
"Look I don't know how to explain it but I wasn't drunk. You have to believe me. I swear I didn't have anything to drink. You do believe me…"  
(Tony's eyes go pleading from each Avenger face.)  
"…Don't you?"

Captain stands firm, his eyes meet Tony's seizing up his character. Falcon's expression is thoughtfully skeptical. Hawkeye's eyes dart awkwardly everywhere but to Tony's; he lets out a forced cough.

Beat-

Captain nods.

(Captain America)  
"I believe you."

(Falcon)  
"The man says what he says, I believe you."

Tony's posture unclenched a little; he looks to Hawkeye who finally meets his gaze.

(Hawkeye)  
"Well…It's just…my father was an alcoholic, you know that, and it's just hard to listen to you without hearing the same crap that he used to say."

Tony shook his head unbelieving. He threw it back rubbing his neck half muttering.

(Hawkeye)(Cont'd)  
"You can get through this. We can help you."

Tony's head jerks down and he claps his hands together.

(Tony)(Overly exaggerated and sarcastic)  
"Great! Oh it's just so wonderful to know that I have invested billions of my personal fortune into this team just to have support come back to me like this."

(Hawkeye)  
"Tony,"

(Tony)(Putting on his helmet)  
"No really I'm touched."  
(Tony pushes through the circle.)  
"Thank you really, so very much."

Iron Man then blasts off through an open window and out of the hospital. The Avengers come at his heels. They look up to his exit.

(Hawkeye)  
"I didn't mean he should leave."

(Falcon)  
"Should I go after him?"

(Captain America)  
"No. He just needs to blow off some steam. He'll be back."

The men look to each other.

(Falcon)  
"So now what?"

(Captain America)  
"We get answers."

(Hawkeye)  
"How?"

'Beep, beep, beep'

The three Avengers pagers go off. Hank is walking up.

They each look to theirs:

(Captain America)  
"It's the mansion."

(Falcon)  
"Meet you there."

Falcon spreads his wings and pushes off following Iron man's way out the open skylight above.

(Captain America)  
"We'll trail in a Quinjet."

Captain and Hawkeye rush to leave: Hank is still. They rush past him.

(Hank)  
"I'm staying here with Jan."

(Captain America)  
"You do what you have to do."

Hawkeye and Captain are gone. Hank stands firm back, fist clench with determination.

Out a window a Quinjet rises from the parking lot of the hospital and takes off. Hank stands at the window and watches the Quinjet depart. He then turns from the window. He walks down the hallway coming beside a janitor's cart. He halts at the garbage can. Fists clenched, determining expression.

Beat-

Hank lets out a tight breath and drops something in the garbage. He then takes up some flowers and walks away. In the garbage can we see left behind his Yellow Jacket uniform mask.

Central Park the Quinjet lands and the hatch opens: Hawkeye and Captain come running down.

(Hawkeye)  
"You sure it's okay to land in the park like this?"

(Captain America)  
"Well with the mansion in the state that it's in, it's going to have to be."

The two are running across the park, to the exit, to the mansion:

(Hawkeye)  
"Did you see what I think I saw?"

The men come to the street across from the Avengers Mansion gate. They freeze in their tracks. Both with shocked, unbelieving expressions.

They see:

Two S.H.I.E.L.D (And several S.H.I.E.L.D agents.) cars pulled up on either side of the gates, between them are the Avengers...all of them... Assembled:


End file.
